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REG - Thor Explorations Ld - FIRST QUARTER 2023 FINANCIAL AND OPERATING RESULTS

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RNS Number : 8986A  Thor Explorations Ltd  30 May 2023

 

 

 

 

NEWS RELEASE

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR

DISTRIBUTION TO U.S. WIRE SERVICES

 

 

 
 
 

 May 30, 2023  TSXV/AIM: THX

 
 
 

 

.

 

 

THOR EXPLORATIONS ANNOUNCES FIRST QUARTER 2023 FINANCIAL AND OPERATING
RESULTS, FOR THE THREE MONTHS ENDING MARCH 31, 2023

 

Thor Explorations Ltd. (TSXV / AIM: THX) ("Thor Explorations", "Thor" or the
"Company") is pleased to provide an operational and financial review for its
Segilola Gold mine, located in Nigeria ("Segilola"), and for the
Company's mineral exploration properties located in Nigeria and Senegal for
the three months to March 31, 2023 ("Q1 2023" or the "Period").

 

The Company's Unaudited Consolidated Financial Statements together with the
notes related thereto, as well as the Management's Discussion and Analysis for
the three months ended March 31, 2023, are available on Thor Explorations'
website at https://thorexpl.com/investors/financials/
(https://thorexpl.com/investors/financials/) .

 

All figures are in US dollars ("US$") unless otherwise stated.

 

Operational Highlights

 

Segilola Production

 

·      Gold production for the Period totaled 20,629 ounces ("oz")

o  Mill feed grade was 2.95 grammes per tonne ("g/t") gold with recovery at
94.1%

o  An increase in mining rates and the mining of higher grade ore zones is
expected in Q2 2023

·   The main operating units of the process plant continue to perform
better than expected, with the plant operating above nameplate capacity

 

Segilola Near-Mine Exploration

 

·   Identification of new high grade quartz vein system within 15
kilometers ("km") of Segilola, with multiple high grade drillhole intercepts
including 1 meter ("m") at 310 g/t gold which equates to 10 oz of gold per
tonne

o  Ongoing drilling will test both the strike length and depth potential of
this system with additional drill results expected in Q2 2023

·    Regional exploration is continuing with ongoing drilling programs,
stream sediment sampling programs and soil/auger programs with drilling
results also expected in Q2 2023.

Douta

 

·     Mineral Resource Estimate ("MRE") at Douta supported by a total of
64,567 meters of drilling updated to a global resource of approximately 1.78
million oz of gold, an increase of 144% from its maiden resource.

o  Updated Douta Resource encompasses the Makosa, Makosa Tail and the
recently discovered Sambara prospects, all of which remain open along strike
and down dip

 

·  During the Period, workstreams designed to advance the project to the
prefeasibility stage ("PFS") commenced including metallurgical and
geotechnical drilling and also infill resource drilling. Drilling results from
Douta are also expected in Q2 2023.

 

Financial Highlights

 

·      21,553 oz of gold sold with an average gold price of US$1,902 per
oz

·      Cash operating cost of US$899 per oz sold and all-in sustaining
cost ("AISC") of US$1,346 per oz sold

·      Q1 2023 revenue of US$40.3 million (Q1 2022: US$24.9 million)

·      Q1 2023 EBITDA of US$16.1 million (Q1 2022: US$13.4 million)

·      Q1 2023 net profit of US$4.3 million (Q1 2022: US$3.5 million)

·      Cash and cash equivalents of US$4.5 million as at 31 March 2023 (Q1
2022: US$6.3 million)

·    Senior debt facility with Africa Finance Corporation amended and
restated to facilitate the Company's growth opportunities

o  Senior debt facility reduced to US$27.9 million as at 31 March 2023

·      Repayment of all outstanding EPC invoices

·      Net debt of US$25 million as at 31 March 2023

 

Environment, Social and Governance

 

·    The full operation of 6 MW compressed natural gas ("CNG") generators
was achieved in January 2023 so as to reduce GHG generated by diesel

o  In Q1 2023, the Company's GHG emissions were 5,303 tons. For the
equivalent period in 2022, the GHG emissions were 8,392 tons, a reduction of
3,089 tons representing a drop of 36% in GHG emissions and a significant step
in the reduction of its carbon footprint

·   Vegetable farm construction commenced in the Period, including the
erection of a greenhouse. Construction of fish farming ponds and associated
processing and administration structures also commenced using two contractors
from the host communities

 

Outlook

 

·    Production guidance of 85,000 to 95,000 oz for 2023 maintained,
weighted towards the second half of the year, with an AISC guidance of
US$1,150 to US$1,350 per oz

·   Advance exploration programs across the portfolio, including near mine
and underground projects at Segilola, extension and infill programs at Douta
and the assessment of potential targets in Nigeria

·      Completion of the Douta preliminary feasibility study ("PFS") in Q4
2023

·      Applications for and acquisition of identified prospective
exploration properties in Nigeria

 

 

Segun Lawson, President & CEO, stated:

 

"This was envisaged to be a difficult quarter with a lower mined grade,
difficult mining conditions in the Segilola Pit west wall and a higher
utilization of heavy equipment. The Company's performance during the period
demonstrates the amount of progress we have made at Segilola. The main
operating units continue to perform better than expected and operate above
capacity, so our production at the mine totaled 20,629 ounces. Our costs were
at the higher end of our guidance, however we expect our costs to reduce
materially in the second half of the year as we complete our mining in the
current difficult areas. We have also had our first significant exploration
success outside the Segilola Mine footprint, identifying a new high grade
quartz vein system within 15 kilometres of mine and have already begun
expanding exploration with multiple drillhole intercepts. We look forward to
updating the market with drill results from this program and an additional two
ongoing exploration drilling programs in Nigeria.

 

"We also continue to progress exploration at a fast pace at the Douta Project.
Further to the significant growth in the MRE we are excited about the upcoming
drilling results from the ongoing exploration program. We also look forward to
completing the various PFS work streams in the coming months.

 

"As always, we have remained committed to our ESG goals, and this Period
really reflects our ability to safeguard the environment and the local
communities. The full operation of 6MW compressed natural gas generators was
achieved in January and will greatly aid in our attempt to reduce GHG
emissions. Elsewhere, we have been proudly progressing our livelihood
restoration program and we look forward to offering further updates on all
things ESG related throughout the year.

 

"When compared to the same operating period last year, we have significantly
improved our numbers across the board, which is a testament to the hard work
and efficiencies created in the Company.

 

"Our production guidance remains between 85,000 and 95,000 oz for 2023, one
that is weighted towards the second half of the year, where we foresee less
difficult operating conditions and correspondingly, a more efficient six
months operationally."

 

 

About Thor Explorations

 

Thor Explorations Ltd. is a mineral exploration company engaged in the
acquisition, exploration, development and production of mineral properties
located in Nigeria, Senegal and Burkina Faso. Thor Explorations holds a 100%
interest in the Segilola Gold Project located in Osun State, Nigeria and has a
70% economic interest in the Douta Gold Project located in south-eastern
Senegal. Thor Explorations trades on AIM and the TSX Venture Exchange under
the symbol "THX".

 

THOR EXPLORATIONS LTD.

Segun Lawson

President & CEO

 

For further information please contact:

 

Thor Explorations Ltd

Email: info@thorexpl.com

 

Canaccord Genuity (Nominated Adviser & Broker)

Henry Fitzgerald-O'Connor / James Asensio / Thomas Diehl

 

Tel: +44 (0) 20 7523 8000

 

Hannam & Partners (Broker)

Andrew Chubb / Matt Hasson / Jay Ashfield / Franck Nganou

 

Tel: +44 (0) 20 7907 8500

 

Fig House Communications (Investor Relations)

Tel: +1 416 822 6483

Email: investor.relations@thorexpl.com

 

Ibu Lawson (Investor Relations)

Tel: +447909825446

Email: ibu.lawson@thorexpl.com

 

BlytheRay (Financial PR)
 

Tim Blythe / Megan Ray / Said Izagaren

Tel: +44 207 138 3203

 
Management Discussion & Analysis for Q1 2023

 

HIGHLIGHTS AND ACTIVITIES - FIRST QUARTER 2023

 

Operating results for the quarter were highlighted by the selling of 21,553
ounces ("oz") of gold during the year at a cash operating cost(1) of $899 per
oz sold, with an AISC(1) of $1,346 per oz sold.

 

The Company maintains its production guidance at 85,000 to 95,000 oz for the
year, while AISC(1) guidance for 2023 is also maintained at US$1,150 per ounce
to US$1,350 per ounce.

 

During the Period, the international price of key consumables used by the
Company, in particular ammonium nitrate and diesel have reduced significantly
from the levels experienced in the second half of 2022. These reductions in
price are expected to result in lower than forecast consumable costs at
Segilola as the Company resupplies.

 

 

Table 1.1 Key Operating and Financial Statistics

 

 Operating                                 Three Month period ended March 31, 2023  Three Month period ended March 31, 2022
 Gold Sold                         Au      21,553                                   13,463
 Average realized gold price(1)    $/oz    1,902                                    1,824
 Cash operating cost(1)            $/oz    899                                      688
 AISC (all-in sustaining cost)(1)  $/oz    1,346                                    1,108
 EBITDA(1)                         $/oz    745                                      996

 

 

 Financial               Three Month period ended March 31, 2023  Three Month period ended March 31, 2022
 Revenue            $    40,287,830                               24,865,482
 Net Income/(Loss)  $    4,331,347                                3,490,938
 EBITDA(1)          $    16,065,334                               13,414,642

 

 

 Financial                       Three Month period ended March 31, 2023  Year ended December 31,

                                                                          2022
 Cash and cash equivalents  $    4,505,071                                6,688,037
 Deferred Income            $    -                                        6,581,743
 Net Debt(1)                $    24,940,762                               31,650,722

 

1 Refer to "Non-IFRS Measures" section.

 

Segilola Gold Mine, Nigeria

Mining

During the three months ended March 31, 2023, 4,194,689 tonnes of material was
mined, equivalent to a mining rate of 46,608 tonnes of material per day. In
this period, 198,425 tonnes of ore were mined, equivalent to mining rates of
2,205 tonnes of ore per day, at an average grade of 2.85g/t. Tonnes were
affected by difficult mining conditions encountered in the West wall of the
pit. Conditions are improving and an increase in mining rates is expected in
the second quarter of 2023.

Grade was lower than planned due to geotechnical problems encountered in the
North of the pit, delaying access to the higher-grade ore zones in this area.
These zones will now be mined during the second quarter of 2023.

The stockpile balance at the end of the period was 270,215 tonnes of ore at an
average of 1.14g/t. This comprised 2,130 tonnes (4.35g/t) at high grade, 4,327
tonnes (2.03g/t) at medium grade, 273,903 tonnes (1.04g/t) at low grade and
3,442 tonnes (2.65g/t) on the coarse ore stockpile.

Processing

During the three months ended March 31, 2023, a total of 231,001 tonnes of
ore, equivalent to a throughput rate of 2,567 tonnes per day, was processed.
Throughput was affected by an unplanned reline of the SAG mill.

The mill feed grade was 2.95g/t gold with recovery at 94.1% for a total of
20,629 ounces of gold produced. A delay in the commissioning of an additional
crusher, specifically used to reduce mill rejected ore bearing material
("scats"), which was held for several weeks at the Nigerian border crossing,
affected grade during the quarter. The scats will be processed during quarter
2.

All of the main operating units of the process plant continue to perform
better than expected, with the plant operating above nameplate capacity.
Several improvement projects are being undertaken through the remainder of
2023.

 

Table 1.2: Production Metrics

 

 

                          Units       Q1 - 2023                           Q4 - 2022                  Q3 - 2022                  Q2 - 2022                  Q1 - 2022

 Mining

 Total Mined              Tonnes               4,194,689                      4,296,494                  4,018,431                  4,031,584                  3,759,524
 Waste Mined              Tonnes               3,996,264                      3,974,073                  3,793,249                  3,747,504                  3,533,610
 Ore Mined                Tonnes                   198,425                       322,421                    225,182                    284,079                    226,314
 Grade                    g/t Au                          2.85                          3.51                       4.43                       3.63                       2.68
 Daily Total Mining Rate  Tonnes/Day                 46,608                         46,701                     43,679                     44,303                     41,772
 Daily Ore Mining Rate    Tonnes/Day                    2,205                         3,505                      2,448                      3,122                      2,515

 Stockpile
 Ore Stockpiled           Tonnes                   270,215                       300,531                    229,909                    249,281                    179,758
 Ore Stockpiled           g/t Au                          1.14                          1.48                       1.19                       1.46                       1.23
 Ore Stockpiled           oz                            9,904                       14,300                       8,796                    11,701                       7,109

 Processing
 Ore Processed            Tonnes                   231,001                       254,824                    241,434                    211,582                    221,900
 Grade                    g/t Au                          2.95                          3.38                       3.58                       3.66                       3.18
 Recovery                 %                               94.1                          95.0                       95.5                       95.5                       94.1
 Gold Recovered           oz                         20,629                         26,331                     26,523                     23,785                     21,343
 Milling Throughput       Tonnes/Day                    2,567                         2,770                      2,624                      2,325                      2,466

 

 

 

 

 

NON-IFRS MEASURES

 

This MD&A refers to certain financial measures, such as average realized
gold price, cash operating costs, all-in sustaining costs , net debt and
EBITDA which are not recognized under IFRS and do not have a standardized
meaning prescribed by IFRS. These measures may differ from those made by other
companies and accordingly may not be comparable to such measures as reported
by other companies. These measures have been derived from the Company's
financial statements because the Company believes that, with the achievement
of gold production, they are of assistance in the understanding of the results
of operations and its financial position.

 

Average realised gold price per ounce sold

 

The Group believes that, in addition to conventional measures prepared in
accordance with GAAP, the average realised gold price, which takes into
account the impact of gain/losses on forward sale of commodity contracts, is a
metric used to better understand the gold price realised during a period.
Management believes that reflecting the impact of these contracts on the
Group's realised gold price is a relevant measure and increases the
consistency of this calculation with our peer companies.

 

In addition to the above, in calculating the realised gold price, management
has adjusted the revenues as disclosed in the consolidated financial statement
to exclude by product revenue, relating to silver revenue, and has reflected
the by product revenue as a credit to cash operating costs. The revenues as
disclosed in the interim  financial statements have been reconciled to the
gold revenue for all periods presented.

 

Table 2.1: Average annual realised price per ounce sold

 

                                                             Units                           Three Month period ended March 31, 2023                  Three Month period ended March 31, 2022(1)
 Revenues                                                    $                               40,287,830                                               24,865,482
 By product revenue                                          $                               (43,773)                                                 (15,520)
 Gold Revenue                                                $                               40,244,057                                               24,849,962
 Gain/(Loss) on forward sale of commodity contracts          $                               750,482                                                  (294,922)
 Gold Revenue                                                $                                        40,994,539                                                   24,555,040

 Gold ounces sold                                            oz Au                           21,553                                                                             13,463
 Average realized price per ounce sold                       $                               1,902                                                                              1,824

 

1 The figures for the Three Month period ended March 31, 2022 have been
restated in connection with the restatement of the interim financial
statements. Refer to note 22 of the interim financial statements for further
details.

 

 

Cash operating cost per ounce

 

Cash operating cost per oz sold, combined with revenues, can be used to
evaluate the Company's performance and ability to generate operating income
and cash flow from operating activities. The Company believes that, in
addition to conventional measures prepared in accordance with GAAP, certain
investors may find this information useful to evaluate the costs of production
per ounce.

 

By product revenues are included as a credit to cash operating costs.

 

Table 2.2: Average annual cash operating cost per ounce of gold

                                     Units  Three Month period ended March 31, 2023    Three Month period ended March 31, 2022(1)
 Production costs                    $      18,306,502                                 8,219,530
 Transportation and refining         $      342,291                                    502,222
 Royalties                           $      768,282                                    550,765
 By product revenue                  $      (43,773)                                   (15,520)
 Cash Operating costs                $      19,373,302                                 9,256,997

 Gold ounces sold                    Oz Au  21,553                                     13,463
 Cash operating cost per ounce sold  $/oz   899                                        688

 

1 The figures for the Three Month period ended March 31, 2022 have been
restated in connection with the restatement of the interim financial
statements. Refer to note 22 of the interim financial statements for further
details.

 

All-in sustaining cost per ounce

 

AISC provides information on the total cost associated with producing gold.

 

The Group calculates AISC as the sum of total cash operating costs (as
described above), other administration expenses and sustaining capital, all
divided by the gold ounces sold to arrive at a per oz amount.

 

Other administration expenses includes administration expenses directly
attributable to the Segilola Gold Mine plus a percentage of corporate
administration costs allocated to supporting the operations of the Segilola
Gold Mine. For the Three Month periods ended March 31, 2023 and 2022, this was
deemed to be 50%.

 

Other companies may calculate this measure differently as a result of
differences in underlying principles and policies applied.

 

Table 2.3: Average annual all-in sustaining cost per ounce of gold

 

                                         Units  Three Month period ended March 31, 2023    Three Month period ended March 31, 2022(1)
 Cash operating costs(2)                 $      19,373,302                                 9,256,997
 Adjusted other administration expenses  $      3,775,777                                  1,458,731
 Sustaining capital(3)                   $      5,864,894                                  4,196,996
 Total all-in sustaining cost            $      29,013,973                                 14,912,724

 Gold ounces sold                        Oz Au  21,553                                     13,463
 All-in sustaining cost per ounce sold   $/oz   1,346                                      1,108

 

 

 1 The figures for the Three Month period ended March 31, 2022 have been
 restated in connection with the restatement of the interim financial
 statements. Refer to note 22 of the interim financial statements for further
 details.

 2 Refer to Table - 3.2 Cash operating costs.
 3 Refer to Table - 3.3a Sustaining and Non-Sustaining Capital

 

The Group's all-in sustaining costs include sustaining capital expenditures
which management has defined as those capital expenditures related to
producing and selling gold from its on-going mine operations. Non-sustaining
capital is capital expenditure related to major projects or expansions at
existing operations where management believes that these projects will
materially benefit the operations. The distinction between sustaining and
non-sustaining capital is based on the Company's policies and refers to the
definitions set out by the World Gold Council.

 

This non-GAAP measure provides investors with transparency regarding the
capital costs required to support the on-going operations at its operating
mine, relative to its total capital expenditures. Readers should be aware that
these measures do not have a standardized meaning. It is intended to provide
additional information and should not be considered in isolation, or as a
substitute for measures of performance prepared in accordance with IFRS.

 

Table 2.3a: Sustaining and Non-Sustaining Capital

 

 

                                                            Units  Three Month period ended March 31, 2023    Three Month period ended March 31, 2022(1)
 Property, plant and equipment additions during the period  $                  5,719,158                      8,484,914
 Non-sustaining capital expenditures(2)                     $                 (1,109,993)                     (5,501,596)
 Payment for sustaining leases                              $                  1,255,729                      1,213,678
 Sustaining capital(3)                                      $                  5,864,894                      4,196,996

 

1 The figures for the Three Month period ended March 31, 2022 have been
restated in connection with the restatement of the interim financial
statements. Refer to note 22 of the interim financial statements for further
details.

2 Includes EPC and other construction costs for the Segilola Mine

3 Includes capitalized production stripping costs of $4,609,165 (March 31,
2022: $2,983,318)

 

Net Debt

 

Net debt is calculated as total debt adjusted for unamortized deferred
financing charges less cash and cash equivalents and short-term investments at
the end of the reporting period. This measure is used by management to measure
the Company's debt leverage. The Group considers that in addition to
conventional measures prepared in accordance with IFRS, net debt is useful to
evaluate the Group's performance.

 

Table 2.4: Net Debt

 

                                               Three Month period ended March 31, 2023    Year Ended December 31, 2022
 Loans from the Africa Finance Corporation  $  24,257,746                                 24,459,939
 Due to EPC contractor                      $  1,463,353                                  10,196,105
 Deferred element of EPC contract           $  3,724,734                                  3,682,715
 Less:
 Cash                                          (4,505,071)                                (6,688,037)
 Net Debt                                   $  24,940,762                                 31,650,722

 

Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)

 

EBITDA is calculated as the total earnings before interest, taxes,
depreciation and amortisation. This measure helps management assess the
operating performance of each operating unit.

 

 

 

 

 

 

Table 2.5: Earnings Before Interest, Tax, Depreciation and Amortization
(EBITDA)

 

                                                      Units  Three Month period ended March 31, 2023    Three Month period ended March 31, 2022(1)
 Net profit/(loss) for the period                     $      4,331,347                                  3,490,938

 Amortization and depreciation - owned assets         $      7,165,523                                  5,004,617
 Amortization and depreciation - right of use assets  $      1,194,587                                  1,158,255
 Impairment of Exploration & Evaluation assets        $      3,096                                      2,701
 Interest expense                                     $      3,370,781                                  3,758,131
 EBITDA                                               $      16,065,334                                 13,414,642

 Gold ounces sold                                     Oz Au  21,553                                     13,463
 EBITDA per ounce sold                                $/oz   745                                        996

 

1 The figures for the Three Month period ended March 31, 2022 have been
restated in connection with the restatement of the interim financial
statements. Refer to note 22 of the interim financial statements for further
details.

 
OUTLOOK AND UPCOMING MILESTONES

 

 

This Section 5 of the MD&A contains forward looking information as defined
by National Instrument 51-102. Refer to Section 16 of this MD&A for
further information on forward looking statements.

 

 

We are focused on advancing the Company's strategic objectives and near-term
milestones which include:

·      2023 Operational Guidance and Outlook

 Gold Production           oz              85,000-95,000
 All-in Sustaining Cost    US$/oz Au sold  $1,150 - $1,350
 Capital Expenditure(1)    US$             8,000,000 - 10,000,000
 Exploration Expenditure:
 Nigeria(2)                US$             4,200,000
 Senegal                   US$             3,000,000

 

1 This excludes production stripping costs capitalizations.

2 This includes purchase of licenses.

 

·      The critical factors that influence whether Segilola can achieve
these targets include:

·    Segilola's ability to maintain an adequate supply of consumables (in
particular ammonium nitrate, flux and cyanide) and equipment

·      Fluctuations in the price of key consumables, in particular
ammonium nitrate, and diesel

·      Segilola's workforce remaining healthy

·      Continuing to receive full and on-time payment for gold sales

·      Continuing to be able to make local and international payments in
the ordinary course of business

·      Continue to advance the Douta project towards preliminary
feasibility study ("PFS")

·      Continue to advance exploration programmes across the portfolio:

·      Segilola near mine exploration

·      Segilola underground project

·      Segilola regional exploration programme

·      Douta extension programme

·      Douta infill programme

·      Assess regional potential targets in Nigeria

·      Acquiring new concessions and joint venture options on potential
targets

 

SUMMARY OF QUARTERLY RESULTS

 

The table below sets forth selected results of operations for the Company's
eight most recently completed quarters.

 

Table 3.1: Summary of quarterly results

 

 $                               2023 Q1     2022 Q4     2022 Q3     2022 Q2

                                 Mar 31      Dec 31      Sep 30      Jun 30
 Revenues                        40,287,830  43,251,204  55,703,098  41,354,747
 Net profit for period           4,331,347   14,908,460  4,126,066   6,163,942
 Basic profit per share (cents)  0.67        2.21        0.65        0.97

 

 $                                      2022 Q1     2021 Q4    2021 Q3  2021 Q2

                                        Mar 31      Dec 31     Sep 30   Jun 30
 Revenues                               24,865,482  6,049,485  -        -
 Net profit/(loss) for period           3,490,938   3,116,416  463,844  (5,582,090)
 Basic profit/(loss) per share (cents)  0.55        0.47       0.07     (0.87)

 
RESULTS FOR THREE MONTHS ENDED MARCH 31, 2023

 

The review of the results of operations should be read in conjunction with the
Interim Financial Statements and notes thereto.

 

The Group reported a net profit of $4,331,347 (0.58 cents per share) for the
three-month period ended March 31, 2023, as compared to a net profit of
$3,490,938 (0.55 cents per share) for the three-month period ended March 31,
2022. The increase in profit for the period was largely due to:

·      revenue during the period of $40,287,830 (Q1 2022: $24,865,482)

 

These were offset partially by:

·      Amortization and depreciation of $8,360,110 (Q4 2021: $6,162,872);

·      Interest of $3,370,781 (Q1 2022: $3,758,131); and

·      Productions costs of $18,306,502 (Q1 2022: $8,219,530)

 

No interest was earned during the three-month period ended March 31, 2023, and
2022.

LIQUIDITY AND CAPITAL RESOURCES

 

 

As at March 31, 2023, the Group had cash of $4,505,688 (December 31 2022:
$6,688,037) and a working capital deficit of $38,308,404 (December 31, 2022:
deficit of $29,116,915).

 

The decrease in cash from December 31, 2022 is due mainly to cash generated in
operations of $19,214,348 offset by cash used in investing and financing
activities of $15,515,468 and $5,976,329, respectively.

 

The total EPC amount has been finalized with our EPC contractor, and we have
paid all due outstanding EPC payments at the date of this report.

 
Working Capital Calculation

 

The Working Capital Calculation excludes $9,979,413 (2022: $10,187,630) of
Gold Stream liabilities, and $805,801 (2022: $2,215,585) in third party
royalties included in current accounts payable, that are contingent upon the
achievement of the revised gold sales forecast of 85,000 to 95,000 ounces for
the year ending December 31, 2023.

 

Included in working capital, in Accounts payable and accrued liabilities, is a
balance of $1,463,353 (2022: $10,196,105) due to our EPC contractors. As of
the date of this report, the Company has made all outstanding due payments in
relation to the EPC contract.

 

 

 

Table 4.1: Working Capital

                                                                 March 31, 2023  December 31, 2022
 Current Assets
 Cash and Restricted Cash                                     $  4,505,071       6,688,037
 Inventory                                                    $  25,080,808      19,901,262
 Amounts receivable, prepaid expenses, advances and deposits  $  8,461,572       10,697,365
 Total Current Assets for Working Capital                     $  38,047,451      37,286,664

 Current Liabilities
 Accounts Payable and accrued liabilities                     $  60,555,348      56,337,289
 Deferred Income                                                 -               6,581,743
 Lease Liabilities                                            $  4,815,512       4,811,991
 Gold Stream Liability                                        $  9,979,413       10,187,630
 Loan and other borrowings                                    $  11,790,796      888,141
                                                              $  87,141,069      78,806,794
 less: Current Liabilities contingent upon future gold sales  $  (10,785,214)    (12,403,215)
 Working Capital Deficit                                      $  (38,308,404)    (29,116,915)

 
 
Inventory

 

Gold inventory is recognised in the ore stockpiles and in production
inventory, comprised principally of ore stockpile and doré at site or in
transit to the refinery, with a component of gold-in-circuit.

 

Table 4.2: Inventory

                                  March 31 2023  December 31 2022
 Plant spares and consumables  $  9,146,279      4,751,922
 Gold ore in stockpile         $  12,479,805     11,869,168
 Gold in circuit               $  3,454,724      1,160,237
 Gold dore                     $  -              2,119,935
                               $  25,080,808     19,901,262

 

 

Liquidity and Capital Resources

 

The Group has generated positive operating cash flow during Q1 2023 and
expects to continue to do so based on its production and AISC guidance. This
operating cash flow will support debt repayments, regional exploration and
underground expansion drilling at Segilola, planned capital expenditures and
corporate overhead costs.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

 

The Group's financial instruments are classified as follows:

 

 March 31, 2023                                Measured at amortized cost  Measured at fair value through profit and loss      Total
 Assets
 Cash and cash equivalents                 $   4,505,071                                             -                                 4,505,071
 Amounts receivable                            240,009                                               -                                 240,009
 Total assets                              $   4,745,080                                             -                                 4,745,080

 Liabilities
 Accounts payable and accrued liabilities  $   59,749,547                                            805,801                           60,555,348
 Loans and borrowings                          27,982,480                                            -                                 27,982,480
 Gold stream liability                         -                                                     23,507,987                        23,507,987
 Lease liabilities                             14,465,191                                            -                                 14,465,191
 Total liabilities                         $   102,197,218                                           24,313,788                        126,511,006

 

 

 December 31, 2022                             Measured at amortized cost  Measured at fair value through profit and loss      Total
 Assets
 Cash and cash equivalents                 $   6,688,037                                             -                                 6,688,037
 Amounts receivable                            220,442                                               -                                 220,442
 Total assets                              $   6,908,479                                             -                                 6,908,479

 Liabilities
 Accounts payable and accrued liabilities  $   54,121,704                                            2,215,585                         56,337,289
 Loans and borrowings                          28,142,654                                            -                                 28,142,654
 Gold stream liability                         -                                                     25,039,765                        25,039,765
 Lease liabilities                             15,409,285                                            -                                 15,409,285
 Total liabilities                         $   97,673,643                                            27,255,350                        124,928,993

 

The fair value of these financial instruments approximates their carrying
value.

 

As noted above, the Group has certain financial liabilities that are held at
fair value. The fair value hierarchy establishes three levels to classify the
inputs to valuation techniques to measure fair value:

 

Classification of financial assets and liabilities

Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities;

Level 2 - inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs).

 

As at March 31, 2023 and December 31, 2022, all the Group`s liabilities
measured at fair value through profit and loss are categorized as Level 3 and
their fair value was determined using discounted cash flow valuation models,
taking into account assumptions with respect to gold prices and discount rates
as well as estimates with respect to production and operating results for the
Segilola mine.

DISCLOSURE OF OUTSTANDING SHARE DATA

 

As at the date of this MD&A, there were 644,696,185 common shares issued
and outstanding stock options to purchase a total of 26,901,000 common shares.

Authorized Common Shares

 

Table 5.1: Common shares issued

                         March 31, 2023  December 31, 2022
 Common shares issued    644,696,185     644,696,185

Warrants

 

There were no warrants that were outstanding at March 31, 2023, and as at the
date of this report.

 

During the quarter ended March 31, 2023, no warrants were issued.

 

Stock Options

 

The number of stock options that were outstanding and the remaining
contractual lives of the options at March 31, 2023, were as follows.

 

Table 5.2: Options outstanding

 Exercise Price  Number        Weighted Average Remaining Contractual Life  Expiry Date

                 Outstanding
 C$0.145         12,111,000    0.21                                         June 15, 2023
 C$0.140         750,000       0.52                                         October 5, 2023
 C$0.200         14,040,000    1.80                                         January 16, 2025
 Total           26,901,000

 

The Company has granted employees, consultants, directors and officers share
purchase options. These options were granted pursuant to the Company's stock
option plan.

 

No options were issued during the three months period ended March 31, 2023 and
year ended December 31, 2022.

 

A total of 9,250,000 options were exercised at a price of C$0.12 each and
689,000 at a price of C$0.145 during the year ended December 31, 2022.

 

Under the Company's Omnibus Incentive Plan approved by shareholder on December
17, 2021, 44,900,000 common shares of the Company are reserved for issuance
upon exercise of options or other securities.

 

During the year ended December 31, 2022, 2,399,176 Restricted Share Units
("RSUs") were granted to members of Executive Management under the Company's
Long Term Incentive Plan ("LTIP").

In March 2023, the Board considered that it was subject to a share trading
restriction. As a result, the Board resolved to extend the expiry date of
12,111,000 shares with an exercise price of C$0.145 past the original expiry
date of March 12, 2023 up until June 15, 2023.

 

 

 

 Condensed Interim Consolidated Financial Statements

 For the Three Months Ended March 31, 2023, and 2022

 (in United States Dollars)

 

 

 

THOR EXPLORATIONS LTD.

March 31, 2023

(Unaudited)

 

 

 

Table of contents

 

 

 

Condensed interim consolidated statements of financial
position........................................................ 4

 

 

Condensed interim consolidated statements of comprehensive
income............................................... 5

 

 

Condensed interim consolidated statements of cash
flows.................................................................. 6

 

 

Condensed interim consolidated statements of changes in
equity........................................................ 7

 

 

Notes to the condensed interim consolidated financial
statements.................................................. 8-30

 

 

 

 

NOTICE TO READER

 

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an
auditor has not performed a review of the condensed interim consolidated
financial statements, they must be accompanied by a notice indicating that the
financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed interim consolidated financial statements
of the Company have been prepared by and are the responsibility of the
Company's management.

 

The Company's independent auditor has not performed a review of these
financial statements in accordance with standards established by the Canadian
Institute of Chartered Accountants for a review of condensed interim
consolidated financial statements by an entity's auditor.

 CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 In United States dollars (unaudited)
                                                                                       March 31,                                                                 December 31,                                                          March 31,
                                                                 Note                  2023                                                                      2022                                                                  2022

                                                                                      $                                                                         $                                                                     $
                                                                                                                                                                                                                                       (restated)
 ASSETS
 Current assets
 Cash                                                                                                    4,505,071                                                               6,688,037                                                             6,276,376
 Inventory                                                       4                                     25,080,808                                                              19,901,262                                                            16,534,943
 Amounts receivable                                              5                                           240,009                                                                220,442                                                               191,876
 Prepaid expenses, advances and deposits                         6                                       8,221,563                                                             10,476,923                                                                 918,219
 Total current assets                                                                                  38,047,451                                                              37,286,664                                                            23,921,414
 Non-current assets
 Deferred income tax assets                                                                                    89,061                                                                  87,797                                                                84,794
 Prepaid expenses, advances and deposits                         6                                           244,331                                                                282,825                                                               103,790
 Right-of-use assets                                             7                                     15,667,650                                                              16,849,402                                                            19,707,915
 Property, plant and equipment                                   12                                  148,063,401                                                            149,513,917                                                           149,421,654
 Intangible assets                                               13                                    20,718,491                                                              19,231,208                                                            15,773,637
 Total non-current assets                                                                            184,782,934                                                            185,965,149                                                           185,091,790
 TOTAL ASSETS                                                                                        222,830,385                                                            223,251,813                                                           209,013,204

 LIABILITIES
 Current liabilities
 Accounts payable and accrued liabilities                        14                                    60,555,348                                                              56,337,289                                                            31,834,095
 Deferred income                                                                                                        -                                                        6,581,743                                                             6,233,347
 Lease liabilities                                               7                                       4,815,512                                                               4,811,991                                                             4,854,714
 Gold stream liability                                           8                                       9,979,413                                                             10,187,630                                                            12,889,957
 Loans and borrowings                                            9                                     11,790,796                                                                   888,141                                                          28,441,348
 Total current liabilities                                                                             87,141,069                                                              78,806,794                                                            84,253,461
 Non-current liabilities
 Accounts payable and accrued liabilities                        14                                                     -                                                                       -                                                      1,031,309
 Lease liabilities                                               7                                       9,649,679                                                             10,597,294                                                            12,587,430
 Gold stream liability                                           8                                     13,528,574                                                              14,852,135                                                            16,860,524
 Loans and borrowings                                            9                                     16,191,684                                                              27,254,513                                                            25,733,198
 Provisions                                                      11                                      4,971,736                                                               4,959,638                                                             5,341,369
 Total non-current liabilities                                                                         44,341,673                                                              57,663,580                                                            61,553,830

 SHAREHOLDERS' EQUITY
 Common shares                                                   15                                    80,439,693                                                              80,439,693                                                            79,949,297
 Option reserve                                                  15                                      3,351,133                                                               3,351,133                                                             3,455,454
 Currency translation reserve                                    15                                     (2,278,054)                                                            (2,512,911)                                                           (3,690,038)
 Retained earnings/(deficit)                                     15                                      9,834,871                                                               5,503,524                                                         (16,508,800)
 Total shareholders' equity                                                                            91,347,643                                                              86,781,439                                                            63,205,913
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                          222,830,385                                                            223,251,813                                                           209,013,204

 These condensed interim consolidated financial statements were approved for
 issue by the

 Board of Directors on May  29, 2023, and are signed on its behalf by:

 (Signed) "Adrian Coates"                                                             (Signed) "Olusegun Lawson"
  Director                                                                              Director

 The accompanying notes are an integral part of these condensed interim
 consolidated financial statements.

 

 CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
 FOR THE THREE MONTHS ENDED MARCH 31,
 In United States dollars (unaudited)

                                                                                                                                                                                                                    2023                                                                                  2022
                                                                                                                                                     Note                                                           $                                                                                     $
 Continuing operations                                                                                                                                                                                                                                                                                     (restated)

 Revenue                                                                                                                                             3                                                                        40,287,830                                                                      24,865,482

 Production costs                                                                                                                                    3                                                                       (18,306,502)                                                                      (8,219,530)
 Transportation and refining                                                                                                                         3                                                                            (342,291)                                                                       (502,222)
 Royalties                                                                                                                                           3                                                                            (768,282)                                                                       (550,765)
 Amortization and depreciation of operational assets - owned assets                                                                                  3                                                                         (6,893,372)                                                                     (4,732,780)
 Amortization and depreciation of operational assets - right of use assets                                                                           3                                                                         (1,159,537)                                                                     (1,158,255)
 Cost of sales                                                                                                                                                                                                               (27,469,984)                                                                    (15,163,552)

 Loss on forward sale of commodity contracts                                                                                                                                                                                      (750,482)                                                                       (294,922)
 Gross profit from operations                                                                                                                                                                                                 12,067,364                                                                        9,407,008

 Amortization and depreciation - owned assets                                                                                                        3                                                                            (272,151)                                                                       (271,837)
 Amortization and depreciation - right of use assets                                                                                                 3                                                                               (35,050)                                                                                  -
 Other administration expenses                                                                                                                       3                                                                         (4,054,939)                                                                     (1,883,401)
 Impairment of Exploration & Evaluation assets                                                                                                       13                                                                                (3,096)                                                                         (2,701)
 Profit from operations                                                                                                                                                                                                          7,702,128                                                                      7,249,069

 Interest expense                                                                                                                                                                                                              (3,370,781)                                                                     (3,758,131)
 Net profit before income taxes                                                                                                                                                                                                  4,331,347                                                                      3,490,938

 Income Tax                                                                                                                                                                                                                                    -                                                                               -

 Net profit for the period                                                                                                                                                                                                       4,331,347                                                                      3,490,938

 Attributable to:
 Equity shareholders of the Company                                                                                                                                                                                              4,331,347                                                                      3,490,938
 Net profit for the period                                                                                                                                                                                                       4,331,347                                                                      3,490,938

 Other comprehensive profit
   Foreign currency translation profit (loss) attributed to                                                                                                                                                                         234,857                                                                       (800,528)

      equity shareholders of the company

 Total comprehensive income profit for the period                                                                                                                                                                                4,566,204                                                                      2,690,410

 Net profit per share
 Basic                                                                                                                                               16                                                              $                 0.007                                                               $           0.005
 Diluted                                                                                                                                             16                                                              $                 0.007                                                               $           0.005
 The accompanying notes are an integral part of these condensed interim
 consolidated financial statements

 CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
 FOR THE THREE MONTHS ENDED MARCH 31,
 In United States dollars (unaudited)

                                                                                                  Note                                                                 2023                                                                         2022
                                                                                                                                                                                                                                                     (restated)
 Cash flows from/(used in):

 Operating
 Net profit                                                                                                                                                             $      4,331,347                                                                     3,490,938
 Adjustments for:
 Impairment of unproven mineral interest                                                          13                                                                                   3,096                                                                        2,701
 Amortization and depreciation                                                                     3                                                                            8,360,110                                                                    5,004,617
 Loss on forward sale commodity contracts                                                                                                                                          750,482                                                                      294,923
 Unrealized Foreign exchange (gains)/losses                                                        3                                                                          (3,800,994)                                                                       865,075
 Interest expense                                                                                                                                                               3,370,781                                                                    3,752,766
                                                                                                                                                                              13,014,822                                                                   13,411,020

 Changes in non-cash working capital accounts
 Inventory                                                                                                                                                                    (5,179,546)                                                                         41,150
 Receivables                                                                                                                                                                       (19,567)                                                                    (340,269)
 Current prepaid expenses, advances and deposits                                                                                                                                2,223,366                                                                                 -
 Non-current prepaid expenses, advances and deposits                                                                                                                                 38,494                                                                               -
 Accounts payable and accrued liabilities                                                                                                                                     15,718,522                                                                    (5,663,278)
 Deferred income                                                                                                                                                              (6,581,743)                                                                    6,204,508
 Net cash flows from operating activities                                                                                                                                     19,214,348                                                                   13,653,131

 Investing
 Restricted cash                                                                                                                                                                            -                                                                3,495,992
 Purchase of intangible assets                                                                    13                                                                                 (6,733)                                                                          (169)
 Assets under construction expenditures                                                           12                                                                                        -                                                                             -
 Property, Plant & Equipment                                                                      12                                                                        (14,453,933)                                                                  (10,556,466)
 Exploration & Evaluation assets expenditures                                                     13                                                                          (1,054,802)                                                                   (1,022,773)
 Net cash flows used in investing activities                                                                                                                                (15,515,468)                                                                    (8,083,416)

 Financing
 Share subscriptions received                                                                     15                                                                                        -                                                                   919,162
 (Repayment of) / Proceeds from loans and borrowings                                              10                                                                       (3,533,772)                                                                      (230,446)
 Arrangement fees paid                                                                                                                                                           (126,874)                                                                                -
 Interest paid                                                                                    10                                                                          (1,059,954)                                                                   (1,214,587)
 Payment of lease liabilities                                                                     7                                                                           (1,255,729)                                                                   (1,213,678)
 Net cash flows (used in)/from financing activities                                                                                                                           (5,976,329)                                                                   (1,739,549)
 Effect of exchange rates on cash                                                                                                                                                    94,483                                                                  1,169,940

 Net change in cash                                                                                                                                                     $    (2,182,966)                                                                     5,000,106

 Cash, beginning of the period                                                                                                                                          $      6,688,037                                                                     1,276,270

 Cash, end of the period                                                                                                                                                $      4,505,071                                                                     6,276,376

 The accompanying notes are an integral part of these condensed interim
 consolidated financial statements

 .

 CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 In United States dollars (unaudited)

                                            Note                 Common shares                                                     Option reserve                                        Currency translation reserve                                (Deficit)/ Retained earnings                          Total shareholders' equity

 Balance on December 31, 2021                                     $        79,027,183                                               $   4,513,900                                         $   (2,889,510)                                            $   (21,058,184)                                      $    59,593,389
 Net profit  for the period                                                                  -                                                          -                                                      -                                              3,490,938                                             3,490,938
 Other comprehensive loss                                                                    -                                                          -                                         (800,528)                                                                 -                                        (800,528)
 Total comprehensive profit for the period                                                   -                                                          -                                         (800,528)                                                   3,490,938                                             2,690,410
 Options exercised                          19                                   922,114                                                (1,058,446)                                                            -                                              1,058,446                                                922,114
 Balance on March 31, 2022 (restated)                             $        79,949,297                                               $   3,455,454                                         $   (3,690,038)                                            $   (16,508,800)                                      $    63,205,913

 Balance on December 31, 2022                                     $        80,439,693                                               $   3,351,133                                         $   (2,512,911)                                            $       5,503,524                                     $    86,781,439
 Net profit for the period                                                                   -                                                          -                                                      -                                              4,331,347                                             4,331,347
 Other comprehensive income                                                                  -                                                          -                                           234,857                                                                 -                                          234,857
 Total comprehensive profit for the period                                                   -                                                          -                                           234,857                                                   4,331,347                                             4,566,204
 Balance on March 31, 2023                                        $        80,439,693                                               $   3,351,133                                         $   (2,278,054)                                            $       9,834,871                                     $    91,347,643

 The accompanying notes are an integral part of these condensed interim
 consolidated financial statements.

 

1.   CORPORATE INFORMATION

Thor Explorations Ltd. (the "Company"), together with its subsidiaries
(collectively, "Thor" or the "Group") is a West African focused gold producer
and explorer, dually listed on the TSX-Venture Exchange (THX.V) and AIM Market
of the London Stock Exchange (THX.L).

 

The Company was formed in 1968 and is organized under the Business
Corporations Act (https://www.lawinsider.com/clause/business-corporations-act)
 (British Columbia (https://www.lawinsider.com/clause/british-columbia) )
(BCBCA) with its registered office at 550 Burrard St, Suite 2900 Vancouver,
BC, CA, V6C 0A3. The Company evolved into its current form in August 2011
following a reverse takeover and completed the transformational acquisition of
its flagship Segilola Gold Project in Nigeria in August 2016.

 

 

 

 

2.   BASIS OF PREPARATION

 

a)   Statement of compliance

 

These condensed interim consolidated financial statements ("interim financial
statements") have been prepared in accordance with International Accounting
Standard 34, Interim Financial Reporting, of International Financial Reporting
Standards as issued by the International Accounting Standards Board ("IFRS").

 

These interim financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31,
2022, which have been prepared in accordance with IFRS.

 

These interim financial statements were authorized for issue by the Board of
Directors on May 29, 2023.

 

b)   Basis of measurement

 

These interim financial statements  are presented in United States dollars
("US$").

 

These interim financial statements have been prepared on a historical cost
basis, except for certain financial instruments that are measured at fair
value at the end of each reporting period.

 

The Group's accounting policies have been applied consistently to all periods
in the preparation of these interim financial statements. In preparing the
Group 's interim financial statements for the three months ended March 31,
2023, the Group applied the critical judgments and estimates as disclosed in
note 3 of its annual financial statements for the year ended December 31,
2022.

 

These interim financial statements include the accounts of the Company and its
subsidiaries. Subsidiaries are entities controlled by the Company, which is
defined as having the power over the entity, rights to variable returns from
its involvement with the entity, and the ability to use its power to affect
the amount of returns. All intercompany transactions and balances are
eliminated on consolidation. The Company's subsidiaries at March 31, 2023 are
consistent with the subsidiaries as at December 31, 2022 as disclosed in note
3 to the annual financial statements.

 

None of the new standards or amendments to standards and interpretations
applicable during the period has had a material impact on the financial
position or performance of the Group. The Group has not early adopted any
standard, interpretation or amendment that was issued but is not yet
effective.

 

c)   Nature of operations and going concern

 

The Board of Directors have performed an assessment of whether the Company and
Group would be able to continue as a going concern until at least May 2024. In
their assessment, the Group has taken into account its financial position,
expected future trading performance, its debt and other available credit
facilities, future debt servicing requirements, its working capital and
capital expenditure commitments and forecasts.

 

At March 31, 2023, the Group had a cash position of $4.5 million and a net
debt position of $24.9 million, calculated as total debt adjusted for
unamortized deferred financing charges less cash and cash equivalents and
short-term investments. Cash flows from operating activities for the three
months ended March 31, 2023 were inflows of $19.2 million.

 

The Directors have a reasonable expectation that the Group will have adequate
resources to continue in operational existence for at least the next twelve
months and that, as at the date of this report, there are no material
uncertainties regarding going concern

 

The Board of Directors is satisfied that the going concern basis of accounting
is an appropriate assumption to adopt in the preparation of the interim
financial statements as at, and for the period ended March 31, 2023.

 

 

 

3.   PROFIT FROM OPERATIONS

 

3a. REVENUE

                 Three Months Ended

                 March 31,
                        2023               2022
 Gold revenue           40,244,057         24,849,962
 Silver revenue         43,773             15,520
                 $      40,287,830  $      24,865,482

 

The Group`s revenue is generated in Nigeria. All sales are made to the Group`s
only customer.

 

 

3b. COST OF SALES

 

                                                                           Three Months Ended

                                                                           March 31,
                                                                                  2023                2022
 Mining                                                                           20,037,387          7,698,414
 Processing                                                                       4,108,785           926,517
 Support services and others                                                      1,405,062           1,778,410
 Foreign exchange (gains)/losses on production costs*                             (7,244,732)         (2,183,811)
 Production costs                                                          $      18,306,502   $      8,219,530
 Transportation and refining                                                      342,291             502,222
 Royalties                                                                        768,282             550,765
 Amortization and depreciation - operational assets - owned assets                6,893,372           4,732,780
 Amortization and depreciation - operational assets - right of use assets         1,159,537           1,158,255
 Cost of sales                                                                    27,469,984          15,163,552

(* The total foreign exchange gain for the current period was $7,244,732,
which comprises of realized foreign exchange gains of $3,443,738 and
unrealized foreign exchange gains of $3,800,994. During the period, SROL
purchased its local currency on a spot basis.  The foreign exchange gains and
losses from these trades are generated from the differences between the local
currency values achieved on the trades versus the currency translation rate at
the time of the trade.)

 

3c. AMORTISATION AND DEPRECIATION

                                                                                     Three Months Ended

                                                                                     March 31,
                                                                                           2023                2022
 Amortization and depreciation - operational assets - owned assets                         6,893,372           4,732,780
 Amortization and depreciation - operational assets - right of use assets                  1,159,537           1,158,255
 Amortization and depreciation - owned assets                                              272,151             271,837
 Amortization and depreciation - right-of-use assets                                       35,050              -
                                                                                     $     8,360,110     $     6,162,872

 

3d. OTHER ADMINISTRATION EXPENSES

                                              Three Months Ended

                                              March 31,
                                        Note         2023              2022
 Audit and legal                                     150,806           47,173
 Bank charges                                        93,476            29,974
 Consulting fees                                     503,400           324,354
 Directors' fees                        17           137,472           90,328
 Investor relations and transfer agent               126,887           111,226
 Listing and filing fees                             12,186            5,556
 Camp costs                                          1,356,729         418,047
 Office and miscellaneous                            765,226           364,203
 Salaries and benefits                               693,299           325,986
 Travel                                              215,458           166,554
                                              $      4,054,939  $      1,883,401

 

4.   INVENTORY

 

                                                 March 31, 2023                      December 31, 2022
 Plant spares and consumables      $               9,146,279     $                           4,751,922
 Gold ore in stockpile                           12,479,805                                11,869,168
 Gold in CIL                              3,454,724                           1,614,267
 Gold Dore                                       -                                           2,119,935
                                   $             25,080,808      $                         19,901,262

 

There were no write downs to reduce the carrying value of inventories to net
realizable value during the periods ended March 31, 2023 and 2022.

 

5.   AMOUNTS RECEIVABLE

 

                          March 31, 2023      December 31, 2022
 Accounts receivable  $   60,569          $   67,084
 GST                      1,673               993
 Other receivables        177,767             152,365
                      $   240,009         $   220,442

 

The value of receivables recorded on the balance sheet is approximate to their
recoverable value and there are no expected material credit losses.

 

6.   PREPAID EXPENSES, ADVANCES AND DEPOSITS

 

                                             March 31,      December 31, 2022

                                             2023
 Current:
 Gold Stream liability arrangement fees      33,186         33,186
 Advance deposits to vendors                 163,012        9,625,204
 Other prepayments                           8,025,365      818,533
                                         $   8,221,563      10,476,923
 Non-current:
 Gold Stream liability arrangement fees      -              74,667
 Other prepayments                           244,331        208,158
                                         $   244,331        282,825

 

Included in Advance deposits to vendors, are payment deposits towards key
equipment, materials and spare parts, with longer lead times to delivery,
which are of critical importance to maintain efficient operations of the mine
and process plant. These were made to mitigate against price volatility and
inflation currently affecting the sector.

 

7.   LEASES

 

The Group accounts for leases in accordance with IFRS 16. The definition of a
lease under IFRS 16 was applied only to contracts entered into or changed on
or after January 1, 2019. The Group has elected not to recognize right-of-use
assets and lease liabilities for leases which have low value, or short-term
leases with a duration of 12 months or less. The payments associated with such
leases are charged directly to the income statement on a straight-line basis
over the lease term. There were no such leases for the periods ended March 31,
2023 and 2022.

 

Leases relate principally to corporate offices and the mining fleet at the
Segilola mine. Corporate offices are depreciated over 5 years and mining fleet
over the life of mine of Segilola.

 

The key impacts on the Statement of Comprehensive Income and the Statement of
Financial Position for the period ended March 31, 2023, were as follows:

 

                                                     Right of use asset      Lease liability      Income statement

 Carrying value December 31, 2022                $   16,849,402          $   (15,409,285)     $

 New leases entered in to during the period          -                       -                    -
 Depreciation                                        (1,194,587)             -                    (1,194,587)
 Interest                                            -                       (298,438)            (298,438)
 Lease payments                                      -                       1,255,729            -
 Foreign exchange movement                           12,835                  (13,197)             (13,197)

 Carrying value at March 31, 2023                $   15,667,650          $   (14,465,191)     $   (1,506,222)

 Current liability                                                           (4,815,512)
 Non-current liability                                                       (9,649,679)

 

 

The key impacts on the Statement of Comprehensive Loss and the Statement of
Financial Position for the year ended December 31, 2022, were as follows:

 

                                                     Right of use asset      Lease liability      Income statement

 Carrying value December 31, 2021                $   20,843,612          $   (18,274,374)     $   -

 New leases entered in to during the period          660,064                 (660,064)            -
 Depreciation                                        (4,724,100)             -                    (4,724,100)
 Interest                                            -                       (1,052,329)          (1,052,329)
 Lease payments                                      -                       4,882,786            -
 Foreign exchange movement                           69,826                  (305,304)            (305,304)

 Carrying value at December 31, 2022             $   16,849,402          $   (15,409,285)     $   (6,081,733)

 Current liability                                                           (4,811,991)
 Non-current liability                                                       (10,597,294)

 

 

 

8.   GOLD STREAM LIABILITY

 

Gold stream liability

                                                  March 31, 2023      December 31, 2022
 Balance at Beginning of period                $  25,039,765      $   30,262,279
    Repayments                                    (2,940,730)         (11,534,441)
    Interest at the effective interest rate       1,408,952           6,311,927
 Balance at End of period                      $  23,507,987      $   25,039,765
 Current liability                                9,979,413           10,187,630
 Non-current liability                            13,528,574          14,852,135

 

On April 29, 2020, the Group announced the closing of project financing for
its flagship Segilola Gold Project ("Segilola") in Osun State, Nigeria. The
financing included a $21 million gold stream upfront deposit ("the
Prepayment") over future gold production at Segilola under the terms of a Gold
Purchase and Sale Agreement ("GSA") entered into between the Group's wholly
owned subsidiary SROL and the AFC. The Prepayment is secured over the shares
in SROL as well as over SROL's assets and is not subject to interest. The
initial term of the GSA is for ten years with an automatic extension of a
further ten years. The AFC will receive 10.27% of gold production from the
Segilola ML41 mining license until the $21 million Prepayment has been repaid
in full. Thereafter, the AFC will continue to receive 10.27% of gold
production from material mined within the ML41 mining license until a further
$26.25 million is received, representing a total money multiple of 2.25 times
the value of the Prepayment, at which point the GSA will terminate. The AFC
are not entitled to receive an allocation of gold production from material
mined from any of the Group's other gold tenements under the terms of the GSA.

 

The $26.25 million represented interest on the Prepayment. A calculation of
the implied interest rate was made as at drawdown date with interest being
apportioned over the expected life of the Stream Facility. The principal input
variables used in calculating the implied interest rate and repayment profile
were the production profile and gold price. The future gold price estimates
were based on market forecast reports for the years 2021 to 2025 and, the
production profile was based on the latest life of mine plan model. The
liability was to be re-estimated on a periodic basis to include changes to the
production profile, any extension to the life of mine plan and movement in the
gold price. Upon commencement of production, any change to the implied
interest rate will be expensed through the Condensed Interim Consolidated
Statement of Income (Loss).

 

In December 2021, the Group entered into a cash settlement agreement with the
AFC where the gold sold to the AFC is settled in a net-cash sum payable to the
AFC instead of delivery of bullion in repayment of the gold stream
arrangement.

 

The following table represents the Group's loans and borrowings measured and
recognised at fair value.

 

                                                              Level 1  Level 2  Level 3     Total

 Financial liability at fair value through profit or loss  $  -        -        23,507,987  23,507,987

 

The liabilities included in the above table are carried at fair value through
profit and loss.

 

 

9.   LOANS AND BORROWINGS

 

                                                                       March 31,       December 31, 2022

                                                                       2023
 Current liabilities:
 Loans payable to the Africa Finance Corporation less than 1 year  $   10,828,365  $   356,155
 Deferred element of EPC contract                                      962,431         531,986
                                                                   $   11,790,796      888,141
 Non-current liabilities:
 Loans payable to the Africa Finance Corporation more than 1 year  $   13,429,381  $   24,103,784
 Deferred element of EPC contract                                      2,762,303       3,150,729
                                                                   $   16,191,684  $   27,254,513

 

Loans from the Africa Finance Corporation

 

                                              March 31,       December 31, 2022

                                              2023
 Balance at Beginning of period            $  24,459,939  $              46,859,966
    Drawdown                                  -                          -
    Principal repayments                      (526,538)                  (24,220,764)
    Arrangement fees                          (126,874)                  -
    Interest paid                             (986,800)                  (4,645,014)
    Unwinding of interest in the period       1,438,019                  6,465,751
    Foreign exchange movement                 -                          -
 Balance at End of period                  $  24,257,746  $              24,459,939
 Current liability                            10,828,365                 356,155
 Non-current liability                        13,429,381                 24,103,784

 

 

On December 1, 2020, the Group announced that its subsidiary Segilola
Resources Operating Limited ("SROL") had completed the financial closing of a
$54 million project finance senior debt facility ("the Facility") from the
Africa Finance Corporation ("AFC") for the construction of the Segilola Gold
Project in Nigeria. The Facility could be drawn down at the Group's request in
minimum disbursements of $5 million. As at December 31, 2022, SROL has
received total disbursements of $52.6 million (2021: $52.6 million), with $nil
drawn down in 2022 (2021: $31.2 million) and the remaining $1.35m undrawn
facility cancelled by the Group during the period under review (2021: $nil).
Total disbursements received represent 97% of the Facility. The Facility is
secured over the share capital of SROL and its assets, with repayments
commencing in March 2022 and to conclude in March 2025.

 

Repayment of the aggregate Facility will be made in instalments over a
36-month period by repaying an amount on a series of repayment dates, as set
out in the Facility Agreement, which reduces the amount of the outstanding
aggregate Facility by the amount equal to the relevant percentage of Loans
borrowed as at the close of business in London on the date of Financial Close.
Interest accrues at SOFR plus 9% and is payable on a quarterly basis in
arrears.

 

In conjunction with the granting of the Facility, Thor issued 33,329,480 bonus
shares to the AFC. Thor also incurred transaction costs of $4,663,652 in
relation to the loan facility. The fair value of the liability at inception
was determined at $45,822,943 taking into account the transaction costs and
equity component and recognized at amortized cost using an effective rate of
interest, with the fair value of the shares issued in April 2020 of $5,666,011
recognized within equity.

 

On 31 January 2023, the Group entered into an agreement with the AFC amending
the terms of its senior debt facility.

 

The amended facility removes the project finance cash sweep requirement and
allows for free distributions from SROL (subject to a 20% distribution sweep
to the senior debt facility), as well as releasing the Group from restrictions
regarding acquisitions, distribution of dividends and certain indebtedness
covenants. The payment timetable was also re-scheduled to reallocate a higher
percentage of the repayments to a later period in the Facility's term.

 

Deferred payment facility on EPC contract for the construction of the Segilola
Gold Mine

 

The Group has constructed its Segilola Gold Mine through an engineering,
procurement, and construction contract ("EPC Contract"). The EPC Contract has
been agreed on a lump sum turnkey basis which provides Thor with a fixed price
of $67.5 million for the full delivery of design, engineering, procurement,
construction, and commissioning of the proposed 715,000 ton per annum gold ore
processing plant.

 

The EPC Contract includes a deferred element ("the Deferred Payment Facility")
of 10% of the fixed price. As at March 31, 2023, a total of $2,762,303
(December 31, 2022: $3,682,715) was deferred under the facility. The 10%
deferred element is repayable in instalments over a 36-month period by
repaying an amount on a series of repayment dates, as set out in the Deferred
Payment Facility. Repayments commenced in March 2022 and will conclude in
2025. Interest on this element of the EPC deferred facility accrues at 8% per
annum from the time the Facility taking-over Certificate was issued.

                                                 March 31,      December 31, 2022

                                                 2023
 Balance at beginning of period              $   3,682,715  $   6,210,090
     Offset against EPC payment                  -              440,263
     Principal repayments                        (66,504)       (3,440,449)
     Interest paid                               (73,154)       -
     Unwinding of interest in the period         181,677        472,811
 Balance period end                          $   3,724,734  $   3,682,715
 Current liability                               962,431        531,986
 Non-current liability                           2,762,303      3,150,729

 

 

10.  RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

 

 March 31, 2023                                                Gold stream liability  AFC loan    EPC deferred facility  Total
 January 1, 2023                                           $   25,039,765             24,459,939  3,682,715              53,182,419
 Cash flows:
    (Repayment of) / Proceeds from loans and borrowings        (2,940,730)            (526,538)   (66,504)               (3,533,772)
    Arrangement fees                                           -                      (126,874)   -                      (126,874)
    Interest paid                                              -                      (986,800)   (73,154)               (1,059,954)
 Non-cash changes:
    Unwinding of interest in the year                          1,408,952              1,438,019   181,677                3,028,648
 March 31, 2023                                            $   23,507,987             24,257,746  3,724,734              51,490,467

 

 

 December 31, 2022                                             Gold stream liability  Short term advance  AFC loan      EPC deferred facility  Total
 January 1, 2022                                           $   30,262,279             668,570             46,859,966    6,210,090              84,000,905
 Cash flows:
    (Repayment of) / Proceeds from loans and borrowings        (11,534,441)           (668,570)           (24,220,764)  (3,440,449)            (39,864,224)
    Interest paid                                              -                      -                   (4,645,014)   -                      (4,645,014)
 Non-cash changes:
    Unwinding of interest in the year                          6,311,927              -                   6,465,751     472,811                13,250,489
    Offset against EPC payment                                 -                      -                   -             440,263                440,263
 December 31, 2022                                         $   25,039,765             -                   24,459,939    3,682,715              53,182,419

 

 

11.  PROVISIONS

 

 

 March 31, 2023                                         Fleet demobilization costs

                                                                                       Restoration costs

                                            Other                                                              Total
 Balance at Beginning of period         $   18,157  $   173,442                     $  4,768,039           $   4,959,638
    Initial recognition of provision        -           -                              -                       -
    Changes in estimates                                                               -                       -
 Unwinding of discount                      -           -                              11,701                  11,701
 Foreign exchange movements                 397         -                              -                       397
 Balance at period end                  $   18,554  $   173,442                     $  4,779,740           $   4,971,736
 Current liability                          -           -                              -                       -
 Non-current liability                      18,554      173,442                        4,779,740               4,971,736

 

 

 

 December 31, 2022                                      Fleet demobilization costs

                                                                                       Restoration costs

                                            Other                                                              Total
 Balance at Beginning of period         $   -       $   173,241                     $  5,064,935           $   5,238,176
    Initial recognition of provision        18,415      -                              -                       18,415
    Changes in estimates                    -           -                              (404,859)               (404,859)
 Unwinding of discount                      -           201                            107,963                 108,164
 Foreign exchange movements                 (258)       -                              -                       (258)
 Balance at period end                  $   18,157  $   173,442                     $  4,768,039           $   4,959,638
 Current liability                          -           -                              -                       -
 Non-current liability                      18,157      173,442                        4,768,039               4,959,638

 

The restoration costs provision is for the site restoration at Segilola Gold
Project in Osun State Nigeria. The value of the above provision is measured by
unwinding the discount on expected future cash flows using a discount factor
that reflects the credit-adjusted risk-free rate of interest. It is expected
that the restoration costs will be paid in US dollars, and as such US forecast
inflation rates of 2.9% and the interest rate of 4% on 5-year US bonds were
used to calculate the expected future cash flows, which are in line with the
life of mine. The provision represents the net present value of the best
estimate of the expenditure required to settle the obligation to rehabilitate
environmental disturbances caused by mining operations at mine closure.

 

The fleet demobilization costs provision is the value of the cost to
demobilize the mining fleet upon closure of the mine.

 

 

12.  PROPERTY, PLANT AND EQUIPMENT

 

A summary of depreciation capitalized is as follows:

 

                               Three months ended March 31,        Total depreciation

                                                                   Capitalized
                                                                          December 31, 2022         December 31, 2022

                               2022                    2021

 Exploration expenditures      55,718                  23,418             676,070                   620,352
 Total                     $   55,718      $           23,418      $      676,070            $      620,352

 

a)   Segilola Project, Osun Nigeria:

 

Classification of Expenditure on the Segilola Gold Project

 

On January 1, 2022, the Group achieved Commercial Production at the Segilola
Gold Project in Nigeria ("the Project") Upon achieving Commercial Production,
the Assets under Construction was reclassified within Property, Plant and
Equipment, and transferred to Mining Asset, Processing Plant and
Decommissioning Asset.

 

Decommissioning Asset

 

The decommissioning asset relates to estimated restoration costs at the
Group's Segilola Gold Mine as at March 31, 2023. Refer to Note 11 for further
detail.

 

EPC payments

 

During the three-month period ended March 31, 2023, the Group paid $8,732,752
(December 31, 2022: $4,321,856) to the EPC contractor in relation to the
construction of the Segilola Mine and processing plant.

 

13.  INTANGIBLE ASSETS

 

The Group's exploration and evaluation assets costs are as follows:

 

                               Douta Gold Project, Senegal             Central Houndé Project, Burkina Faso          Exploration licenses, Nigeria       Software                      Total
 Balance,  December 31, 2021    $14,219,982                             $                 -                           $    895,301                        $230,136                      $15,345,419
 Acquisition costs                              -                                          -                                 24,103                                  -                           24,103
 Exploration costs                  3,745,803                                       12,014                               1,693,863                                   -                      5,451,680
 Additions                                      -                                          -                                        -                         43,599                             43,599
 Amortisation                                   -                                          -                                        -                      (122,988)                          (122,988)
 Impairment                                     -                                  (12,014)                                         -                                -                         (12,014)
 Foreign exchange movement         (1,427,912)                                             -                                (70,679)                                 -                     (1,498,591)
 Balance,  December 31, 2022    $16,537,873                             $                 -                           $ 2,542,588                         $150,747                      $19,231,208
 Acquisition costs                              -                                          -                                        -                                -                                  -
 Exploration costs                     749,926                                        3,096                                348,301                                   -                      1,101,323
 Additions                                      -                                          -                                        -                           6,733                              6,733
 Amortisation                                   -                                          -                                        -                        (28,561)                          (28,561)
 Impairment                                     -                                    (3,096)                                        -                                -                           (3,096)
 Foreign exchange movement             263,121                                             -                               147,763                                   -                         410,884
 Balance,  March 31, 2023       $17,550,920                             $                 -                           $ 3,038,652                         $128,919                      $20,718,491

 

a)   Douta Gold Project, Senegal:

 

The Douta Gold Project consists of an early-stage gold exploration license
located in southeastern Senegal, approximately 700km east of the capital city
Dakar.

 

The Group is party to an option agreement (the "Option Agreement") with
International Mining Company ("IMC"), by which the Group has acquired a 70%
interest in the Douta Gold Project located in southeast Senegal held through
African Star SARL.

 

Pursuant to the terms of the Option Agreement, IMC's 30% interest will be a
"free carry" interest until such time as the Group announces probable reserves
on the Douta Gold Project (the "Free Carry Period"). Following the Free Carry
Period, IMC must either elect to sell its 30% interest to African Star at a
purchase price determined by an independent valuer commissioned by African
Star or fund its 30% share of the exploration and operating expenses.

 

b)   Central Houndé Project, Burkina Faso:

 

(i)     Bongui and Legue gold permits, Burkina Faso:

 

AFC Constelor SARL holds a 100% interest in the Bongui and Legue gold permits
covering an area of approximately 233 km(2) located within the Houndé belt,
260 km southwest of the capital Ouagadougou, in western Burkina Faso.

 

(ii)    Ouere Permit, Central Houndé Project, Burkina Faso:

 

Argento BF SARL holds a 100% interest in the Ouere gold permit, covering an
area of approximately 241 km(2) located within the Houndé belt.

 

The three permits together cover a total area of 474km(2) over the Houndé
Belt which form the Central Houndé Project.

 

The Group carried out an impairment assessment of the Central Houndé Project
at December 31, 2020, and a decision was taken to fully impair the value of
the Central Houndé Project. It is the Group's intention to focus on Segilola
development and Douta exploration in the short term, and it does not plan to
undertake significant work on the license areas in the near future.

 

c)  Exploration Licenses, Nigeria

 

The high grade Segilola gold deposit is located on the major regional shear
zone that extends for several hundred kilometers through the gold-bearing
Ilesha schist belt (structural corridor) of Nigeria. The Group's gold
exploration tenure currently comprises 16 wholly owned exploration licenses
and nine joint venture partnership exploration licenses. Together with the
mining lease over the Segilola Gold Deposit, Thor's total gold exploration
tenure amounts to 1,542 km². The Group's exploration strategy includes
further expansion of its Nigerian land package as and when attractive new
licenses become available.

 

 

14.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

                            March 31,                                      December 31,

                            2023                                           2022
 Trade payables         $   51,912,663                                  $  46,914,333
 Accrued liabilities        6,273,782                                      6,213,977
 Other payables             2,368,903                                      3,208,979
                        $   60,555,348                                  $  56,337,289
 Current liability          60,555,348                                     56,337,289
 Non-current liability                         -                                              -

 

Accounts payable and accrued liabilities are classified as financial
liabilities and approximate their fair values.

 

Included in trade payables is a balance of $1,463,353 due to our EPC
contractor (December 31, 2022: $10,196,105). The total EPC amount has been
finalized with our EPC contractor, and this balance has been paid at the date
of release of these interim financial statements.

 

Also included in trade payables is a total of $805,801 (2021: $$2,215,585)
that relates to third party royalties that will become payable upon future
gold sales. All these royalties' creditors are included in current
liabilities.

 

The following table represents the Group's trade payables measured and
recognized at fair value.

 

 

                                     Level 1  Level 2  Level 3  Total

 Trade payables                   $  -        -        805,801  805,801

      Third party royalties

 

 

 

15.  CAPITAL AND RESERVES

 

a)  Authorized

 

Unlimited common shares without par value.

 

b)   Issued

                                   March 31,       March 31,   December 31,     December 31,

                                   2023            2023        2022             2022

                                   Number                      Number
 As at start of the year           644,696,185  $  80,439,693  632,358,009   $  79,027,183
 Issue of new shares:
    - Share options exercised i    -               -           9,939,000        960,546
    - RSU awards vested ii         -               -           2,399,176        451,964
                                   644,696,185  $  80,439,693  644,696,185   $  80,439,693

i  Value of 9,250,000 options exercised at a price of CAD$0.12 per share and
289,000 options exercised at a price of CAD$0.145 per share, both on January
19, 2022, and 400,000 options exercised at a price of CAD$0.145 per share on
December 13, 2022.

ii Value of 2,399,176 RSU awards that were granted and vested on October 11,
2022, at a deemed price of CAD$0.26 per share.

 

 

 

c)   Share-based compensation

 

Stock option plan

 

The Group has granted directors, officers and consultants share purchase
options. These options were granted pursuant to the Group's stock option plan.

 

Under the current Share Option Plan, 44,900,000 common shares of the Group are
reserved for issuance upon exercise of options.

·      On January 16, 2020, 14,250,000 stock options were granted at an
exercise price of C$0.20 per share for a period of five years. The options
vested immediately.

·      On October 5, 2018, 750,000 stock options were granted at an
exercise price of C$0.14 per share for a period of five years.

·      On March 12, 2018, 12,800,000 stock options were granted at an
exercise price of C$0.145 per share for a period of five years. 689,000 of
these stock options were exercised during 2022.

 

All of the stock options were vested as at the balance sheet date. These
options did not contain any market conditions and the fair value of the
options were charged to the statement of comprehensive loss or capitalized as
to assets under construction in the period where granted to personnel's whose
cost is capitalized on the same basis. The assumptions inherent in the use of
these models are as follows:

 

 Vesting period  First vesting date  Expected remaining life (years)  Risk free rate  Exercise price  Volatility of share price  Fair value  Options vested  Options granted  Expiry

(years)
 5               12/03/2018          0.21                             2.00%           $ 0.145         105.09%                    $0.14       12,111,000      12,111,000       15/06/2023
 5               05/10/2018          0.52                             2.43%           $ 0.14          100.69%                    $0.14       750,000         750,000          05/10/2023
 5               16/01/2020          1.80                             1.49%           $ 0.20          66.84%                     $0.07       14,250,000      14,250,000       16/01/2025

 

In Canadian Dollars

 

The Group has elected to measure volatility by calculating the average
volatility of a collection of three peer companies' historical share prices
for the exercising period of each parcel of options. Management believes that
given the transformational change that the Group has undergone since the
acquisition of the Segilola Gold Project in August 2016, the Group's
historical share price is not reflective of the current stage of development
of the Group, and that adopting the volatility of peer companies who have
advanced from exploration to development is a more accurate measure of share
price volatility for the purpose of options valuation.

 

The following is a summary of changes in options from January 1, 2023, to
March 31, 2023, and the outstanding and exercisable options at March 31, 2023:

 

 

 

In Canadian Dollars

 

 

 

The following is a summary of changes in options from January 1, 2022, to
December 31, 2022, and the outstanding and exercisable options at December 31,
2022:

 

In Canadian Dollars

 

 

d)     Nature and purpose of equity and reserves

 

The reserves recorded in equity on the Group's statement of financial position
include 'Reserves,' 'Currency translation reserve,' 'Retained earnings' and
'Deficit.'

 

'Option reserve' is used to recognize the value of stock option grants prior
to exercise or forfeiture.

 

'Currency translation reserve' is used to recognize the exchange differences
arising on translation of the assets and liabilities of foreign branches and
subsidiaries with functional currencies other than US dollars.

 

'Deficit' is used to record the Group's accumulated deficit.

 

'Retained earnings' is used to record the Group's accumulated earnings.

 

16.  EARNINGS PER SHARE

 

Diluted net earnings per share was calculated based on the following:

 

                                                            March 31,        March 31,

                                                            2023             2022

 Basic weighted average number of shares outstanding        644,696,185      635,508,743
     Stock options                                          10,747,624       -
 Diluted weighted average number of shares outstanding      655,443,809      635,508,743

 Total common shares outstanding                            644,696,185      641,897,009
 Total potential diluted common shares                      671,597,185      669,198,009

 

 

 

17.  RELATED PARTY DISCLOSURES

 

A number of key management personnel, or their related parties, hold or held
positions in other entities that result in them having control or significant
influence over the financial or operating policies of the entities outlined
below.

 

 

a)   Trading transactions

 

The Africa Finance Corporation ("AFC") is deemed to be a related party given
the size of its shareholding in the Company. There have been no other
transactions with the AFC other than the Gold Stream liability as disclosed in
Note 8, and the secured loan as disclosed in Note 9.

 

 

b)   Compensation of key management personnel

 

The remuneration of directors and other members of key management during the
three months ended March 31, 2023, and 2022 were as follows:

 

                                                Three months ended

                                                March 31,
                                                       2023            2022
 Salaries
    Current directors and officers    (i) (ii)  $      236,662  $      161,487
    Former directors and officers               $      -        $      36,818

 Directors' fees
    Current directors and officers    (i) (ii)  $      137,472  $      90,328

                                                $      374,134  $      288,633

 

 

((i)   Key management personnel were not paid post-employment benefits,
termination benefits, or other long-term benefits during the three months
ended March 31, 2023, and 2022.)

((ii)  The Group paid consulting and director fees to both individuals and
private companies controlled by directors and officers of the Group for
services. Accounts payable and accrued liabilities at March 31, 2023, include
$nil (December 31, 2022 - $102,092) due to directors or private companies
controlled by an officer and director of the Group. Amounts due to or from
related parties are unsecured, non-interest bearing and due on demand.)

( )

18. FINANCIAL INSTRUMENTS

 

The Group's financial instruments are classified as follows:

 

 March 31, 2023                                Measured at amortized cost  Measured at fair value through profit and loss      Total
 Assets
 Cash and cash equivalents                 $   4,505,071                                             -                                 4,505,071
 Amounts receivable                            240,009                                               -                                 240,009
 Total assets                              $   4,745,080                                             -                                 4,745,080

 Liabilities
 Accounts payable and accrued liabilities  $   59,749,547                                            805,801                           60,555,348
 Loans and borrowings                          27,982,480                                            -                                 27,982,480
 Gold stream liability                         -                                                     23,507,987                        23,507,987
 Lease liabilities                             14,465,191                                            -                                 14,465,191
 Total liabilities                         $   102,197,218                                           24,313,788                        126,511,006

 

 

 December 31, 2022                             Measured at amortized cost  Measured at fair value through profit and loss      Total
 Assets
 Cash and cash equivalents                 $   6,688,037                                             -                                 6,688,037
 Amounts receivable                            220,442                                               -                                 220,442
 Total assets                              $   6,908,479                                             -                                 6,908,479

 Liabilities
 Accounts payable and accrued liabilities  $   54,121,704                                            2,215,585                         56,337,289
 Loans and borrowings                          28,142,654                                            -                                 28,142,654
 Gold stream liability                         -                                                     25,039,765                        25,039,765
 Lease liabilities                             15,409,285                                            -                                 15,409,285
 Total liabilities                         $   97,673,643                                            27,255,350                        124,928,993

 

The fair value of these financial instruments approximates their carrying
value.

 

As noted above, the Group has certain financial liabilities that are held at
fair value. The fair value hierarchy establishes three levels to classify the
inputs to valuation techniques to measure fair value:

 

Classification of financial assets and liabilities

Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities;

Level 2 - inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs).

 

As at March 31, 2023 and December 31, 2022, all the Group`s liabilities
measured at fair value through profit and loss are categorized as Level 3 and
their fair value was determined using discounted cash flow valuation models,
taking into account assumptions with respect to gold prices and discount rates
as well as estimates with respect to production and operating results for the
Segilola mine.

 

19. CAPITAL MANAGEMENT

 

The Group manages, as capital, the components of shareholders' equity. The
Group's objectives, when managing capital, are to safeguard its ability to
continue as a going concern in order to develop and its mineral interests
through the use of capital received via the issue of common shares and via
debt instruments where the Board determines that the risk is acceptable and,
in the shareholders' best interest to do so.

 

The Group manages its capital structure, and makes adjustments to it, in light
of changes in economic conditions and the risk characteristics of the
underlying assets. To maintain or adjust its capital structure, the Group may
attempt to issue common shares, borrow, acquire or dispose of assets or adjust
the amount of cash.

 

 

20. CONTRACTUAL COMMITMENTS AND CONTINGENT LIABILITIES

 

Contractual Commitments

The Group has no contractual obligations that are not disclosed on the
Condensed Interim Consolidated Statement of Financial Position.

 

Contingent liabilities

The Group is involved in various legal proceedings arising in the ordinary
course of business. Management has assessed these contingencies and determined
that, in accordance with International Financial Reporting Standards, all
cases are considered remote. As a result, no provision has been made in the
interim financial statements for any potential liabilities that may arise from
these legal proceedings.

 

Although the Group believes that it has valid defenses in these matters, the
outcome of these proceedings is uncertain, and there can be no assurance that
the Group will prevail in these matters. The Group will continue to assess the
likelihood of any loss, the range of potential outcomes, and whether or not a
provision is necessary in the future, as new information becomes available.

 

Based on the information available, the Group does not believe that the
outcome of these legal proceedings will have a material adverse effect on the
financial position or results of operations of the Group. However, there can
be no assurance that future developments will not materially affect the
Group's financial position or results of operations.

 

21. SEGMENTED DISCLOSURES

 

Segment Information

 

The Group's operations comprise three reportable segments, being the Segilola
Mine Project, Exploration Projects, and Corporate.

 

 Three months ended               Segilola Mine Project      Exploration Projects      Corporate      Total

 March 31, 2023
 Profit(loss) for the period  $   4,662,903              $   (163,572)             $   (167,984)  $   4,331,347
 -revenue                         40,287,830                 -                         -              40,287,830
 -consulting fees                 (331,033)                  (117,869)                 (54,497)       (503,400)
 -salaries and benefits           (317,453)                  -                         (375,846)      (693,299)
 -depreciation owned assets       (7,153,854)                (2,168)                   (9,501)        (7,165,523)
 -impairments                     -                          (3,096)                   -              (3,096)
 -interest expense                (3,370,781)                -                         -              (3,370,781)

 

 March 31, 2023                               Segilola Mine Project      Exploration Projects      Corporate        Total
 Current assets                           $   36,084,549             $   42,251                $   1,920,651    $   38,047,451

 Non-current assets
 Deferred income tax assets                   -                          89,061                    -                89,061
 Prepaid expenses, advances and deposits      33,186                     -                         211,145          244,331
 Right-of-use assets                          15,072,816                 -                         594,834          15,667,650
 Property, plant and equipment                147,367,956                537,791                   157,654          148,063,401
 Intangible assets                            128,919                    20,589,572                -                20,718,491
 Total assets                             $   198,687,426            $   21,258,675            $   2,884,284    $   222,830,385
 Non-current asset additions              $   10,527,299             $   2,612,033             $   1,337,066    $   14,476,398
 Liabilities                              $   (127,519,042)          $   (1,465,503)           $   (2,498,197)  $   (131,482,742)

Non-current assets by geographical location:

                                                       British Virgin Islands

                                                                                             United Kingdom

                                        Senegal                              Nigeria                        Canada   Total
 March 31, 2023
 Prepaid expenses, advances and deposits  -            5,619                   33,185        205,527          -        244,331
 Right-of-use assets                      -            -                       15,072,816    594,834          -        15,667,650.00
 Property, plant and equipment            396,218      -                       147,520,674   141,699          4,810    148,063,401
 Intangible assets                        11,452,918   -                       9,265,573     -                -        20,718,491
 Total non-current assets                 $11,849,136  $5,619                  $171,892,248  $942,060         $4,810   $184,693,873

 

 

 

 Three months ended                Segilola Mine Project      Exploration Projects      Corporate        Total

 March 31, 2022
 Profit (loss) for the period  $   4,634,699              $   (60,571)              $   (1,083,190)  $   3,490,938
 - revenue                         24,865,482                 -                         -                24,865,482
 - consulting fees                 (137,835)                  (30,174)                  (156,345)        (324,354)
 - salaries and benefits           (37,913)                   -                         (288,073)        (325,986)
 - depreciation owned assets       (5,000,920)                (2,234)                   (1,463)          (5,004,617)
 - impairments                     -                          (2,701)                   -                (2,701)
 - interest expense                (3,758,131)                -                         -                (3,758,131)

 

 

 December 31, 2022                            Segilola Mine Project      Exploration Projects      Corporate      Total
 Current assets                           $   36,334,005             $   120,752               $   831,907    $   37,286,664

 Non-current assets
 Deferred income tax assets                   -                          87,797                    -              87,797
 Prepaid expenses, advances and deposits      74,667                     -                         208,158        282,825
 Right-of-use assets                          16,232,353                 -                         617,049        16,849,402
 Property, plant and equipment                149,050,728                339,785                   123,404        149,513,917
 Intangible assets                            150,747                    19,080,461                -              19,231,208
 Total assets                             $   201,842,500            $   19,628,795            $   1,780,518  $   223,251,813
 Non-current asset additions              $   10,527,299             $   2,612,033             $   1,337,066  $   14,476,398

 

Non-current assets by geographical location:

 

                                                      British Virgin Islands

                                                                                           United Kingdom

 December 31, 2022                        Senegal                             Nigeria                       Canada   Total
 Prepaid expenses, advances and deposits  -           7,024                   74,667       201,134          -        282,825
 Right-of-use assets                      -           -                       16,232,354   617,048          -        16,849,402.00
 Property, plant and equipment            176,645     -                       149,230,320  101,491          5,461    149,513,917
 Intangible assets                        10,704,623  -                       8,526,585    -                -        19,231,208
 Total non-current assets                 10,881,268  7,024                   174,468,785  919,673          5,461    185,877,352

 

22. PRIOR PERIOD RESTATEMENT

 

Following the conclusion of the audited consolidated financial statements for
the year ended December 31, 2022, the Group identified the restatements below
for the Three-month period ended March 31, 2022:

 

1 - Capitalization of $2,983,318 of stripping costs within "Property, Plant
and equipment" as these related to improved access to ore as determined by
"IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine";

 

2 - Capitalization of $307,147 of near mine exploration costs within
"Intangible assets" as these meet the definition of an asset in accordance
with "IFRS 6 - Exploration for and Evaluation of Mineral Resources";

 

3 - Reclassification of $5,891,035 of amortization and depreciation of
operational assets to "Cost of sales";

 

4 - Reclassification of $2,183,811 of foreign exchange gains to "Production
costs" as the foreign exchange resulted from the purchase of raw materials,
spare parts and other operational inputs required to support and maintain the
Segilola mine operations; and

 

5 - Reclassification of $3,495,992 of restricted cash cashflows from "Net cash
flows from operating activities" to "Net cash flows used in investing
activities".

 

Therefore, in accordance with "IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors", the Condensed interim consolidated
statements of financial position, Condensed interim consolidated statements of
comprehensive income and Condensed interim consolidated statements of cash
flows for the three-month period ended March 31, 2022 have been restated. The
impact of the restatements on these statements is demonstrated below:

 

 

Condensed interim consolidated statements of financial position

 

 

Condensed interim consolidated statements of comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed interim consolidated statements of cash flows

 

 

 

 

23. SUBSEQUENT EVENTS

 

EPC Contract

 

As of the date of these Interim financial statements, the Group has made all
outstanding due payments in relation to the EPC contract. At March 31, 2023,
this amounted to US$1,463,353.

 

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